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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Heritage Group

(Last) (First) (Middle)
6640 INTECH BLVD, SUITE 200

(Street)
INDIANAPOLIS IN 46268

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Calumet, Inc. /DE [ CLMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d) 10% Group Member
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 05/15/2026 X 1,020,000(1) A $20 13,607,209 D
Common Stock, par value $0.01 per share 05/15/2026 S(1) 626,998(1) D $32.536 12,980,211 D
Common Stock, par value $0.01 per share 1,200,000 I See Footnote(2)
Common Stock, par value $0.01 per share 882,974 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock $20 05/15/2026 X 1,020,000(1) 07/10/2024 07/10/2027 Common Stock, par value $0.01 per share 1,020,000(1) (1) 0 D
Explanation of Responses:
1. The reported transactions represent the cashless exercise and net settlement of warrants received in connection with the previously reported conversion of the Issuer to a corporation (resulting in the Issuer withholding 626,998 shares of Common Stock, par value $0.01 per share ("Common Stock") to pay the exercise price and issuing to the reporting person the remaining 393,002 shares of Common Stock).
2. The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company ("Investment LLC"), for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Investment LLC, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
3. The reported securities are directly held by Calumet, Incorporated, an Indiana corporation. The reporting person is an indirect shareholder of Calumet, Incorporated through Asphalt Materials, Inc. ("AMI"), an entity controlled by the reporting person, and the reported amount has been adjusted in connection with the issuance by AMI of interests to certain management team members affiliated with the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
/s/ Amy Schumacher, CEO 05/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.